Whistle Blower Policy and Procedures
TANZANIAN ROYALTY EXPLORATION CORPORATION
WHISTLE BLOWER POLICY
The proper and effective functioning of the Corporation’s accounting and control systems and the quality of independence of the external audit process are the cornerstones of our financial reporting and capital markets.
The purpose of this policy is to provide a confidential or anonymous reporting process for the Corporation’s employees and others to report concerns regarding accounting, internal accounting controls and auditing matters as well as serious violations of the Corporation’s policies, fraud and serious misconduct directly to the Audit and Compensation Committee designate and the Audit and Compensation Committee (“Audit
and Compensation Committee”).
The process outlined in this policy is intended to supplement other processes established by the Corporation to report concerns outlined in the Code of Ethics and Business Conduct policy, by providing an anonymous confidential means for employees and others to make reports in the event that they are not comfortable making their report to their supervisors or senior management.
This policy establishes the standards and procedures regarding the receipt, retention and treatment of complaints to ensure the handling of all complaints mentioned above complies with management’s and the Audit and Compensation Committee’s objectives.
The policy applies to all employees of the Corporation and its direct and indirect subsidiaries. Third parties are encouraged to report concerns as well.
3.0 Procedures for making complaints
An employee or external third party may report directly to the Audit and Compensation Committee designate confidentially or anonymously any complaint or concern. The Corporation has established a confidential email address and telephone number to receive reports of complaints. The identity of the complainant will remain anonymous, unless the complainant expressly directs otherwise. The complaint will be forwarded
immediately to the Audit and Compensation Committee for investigation. Complaints or concerns can be made orally or in writing using the following methods:
1. Use the Corporation’s website www.tanzanianroyaltyexploration.com under Corporate Information / Whistle-Blower Policy and Procedures. An email link is provided in order to make a confidential submission.
2. Individuals may contact the Audit and Compensation Committee designate directly using the following methods:
a) By mail to:
Dr. William Harvey, Audit and Compensation Committee
218 W. Hyerdale Dr.
Goshen, CT 06756
b) By email to: email@example.com
c) By telephone to: +(860) 248-9343
5.0 Responsibilities of Audit and Compensation Committee Designate
5.1 The Audit and Compensation Committee designate has also been delegated the authority to investigate the complaint or concern. If the complaint or concern is a serious matter with material impact or involving Senior Management, it shall be reported to the Audit and Compensation Committee within 24 hours from the time it is received. The Audit and Compensation Committee designate shall submit the Whistle Blower Log of all complaints or concerns in writing to the Audit and Compensation Committee on a quarterly basis. The report should include a log of all complaints with date received, issues, status of investigations and conclusions.
5.2 The Audit and Compensation Committee designate may consult with any member of management or employee whom they believe would have appropriate expertise or information to assist in determining who should investigate the complaint or concern.
5.3 If the Audit and Compensation Committee determines that it should investigate the complaint or concern, the Audit and Compensation Committee shall promptly determine what professional assistance, if any, it needs in order to conduct the investigation. The Audit and Compensation Committee shall be free in its discretion to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.
The Audit and Compensation Committee shall retain all records relating to any complaint or concern and to the investigation of any such complaint or concern for a period of seven (7) years.